The following Terms and Conditions are applicable to all sales unless expressly modified on the front of a written quotation signed by an authorized representative of Specialty Steel Company/Seller. Placement of an order/Issuance of a purchase order shall be deemed acceptance of these Terms and Conditions.
ACCEPTANCE OF ORDERS / CONFIRMATIONS: Seller’s proposal is an offer to sell; It is not an acceptance of any offer to buy. Seller hereby specifically objects to and disclaims any different or additional terms that may be contained in a Buyer’s form purchase agreement, purchase order, or similar document. We reserve the right to accept verbal, facsimile and email orders. In all cases, those orders are to be marked confirming by the Buyer. Verbal orders are accepted at the Buyer’s risk. If shipment of an order is made before written confirmation is received, then such orders shall be considered accurate as recorded by Seller. Verbal, facsimile and email orders are considered by our company to be source documents. All quotations and orders are based on material availability which is “subject to prior sale”. All ship dates quoted are “approximate”. All sales are F.O.B. Shipping Point, Freight Collect. Seller’s payment terms are Net 30 days from time of shipment unless otherwise stated in writing and signed by an authorized agent or designee of the Seller. Seller reserves the right to: (a) charge late fees for past due invoices at the maximum rate allowed by law; (b) withhold any further shipments to Buyer until all past due invoices and late charges are paid in full; and/or (c) require all further purchases to be C.O.D.
Seller’s sales representatives and/or agents are pleased to discuss Buyer’s product/material requirements. Please note that any information given by our representatives and/or agents is given free of charge and is no way intended to be professional advice. Seller’s representatives and/or agents are not authorized to warrant the suitability of any goods for any particular use or form of application. Suitability of goods for use are reviewed and solely determined by the Buyer. The information provided by Seller or its representatives/agents is of a general informative nature, and Seller does not suggest or imply any warranty for products or processes that are utilized as a result of information given in this fashion. Seller’s products are purchased to proprietary customized specifications as well as normal industry standards. All properties listed are typical or approximate values, are subject to modification, are for information purposes only, and are not to be relied upon for engineering purposes. When more detailed data is required, please request additional information from Seller’s technical services department. Seller reserves the right to decline quotation at its discretion without prejudice.
LIMITED WARRANTIES: SELLER WARRANTS TO BUYER ONLY THAT (A) THE MATERIALS/GOODS SOLD TO BUYER SHALL BE FREE FROM MATERIAL DEFECT UNDER NORMAL CONDITIONS AND USE FOR A PERIOD OF SIX (6) MONTHS FROM DATE OF SHIPMENT, AND (B) AT THE TIME OF SALE, THE GOODS/MATERIALS SOLD SHALL MATERIALLY CONFORM TO THE SPECIFICATIONS AND DESCRIPTION OF THE TYPE AND QUALITY SPECIFIED WITHIN SELLER’S THEN CURRENT SALES LITERATURE AND/OR WHAT IS SPECIFICALLY STATED ON THE APPLICABLE QUOTATION/ORDER. THE LIMITED WARRANTY IN (B), ABOVE IS CONDITIONED ON BUYER INSPECTING ALL GOODS/MATERIALS AND NOTIFYING SELLER, IN WRITING, OF ANY DEFICIENCIES, PROMPTLY UPON RECEIPT OF SHIPMENT, BUT IN NO EVENT LATER THAN TEN (10) BUSINESS DAYS FROM RECEIPT OF THE GOODS/MATERIALS.
THESE LIMITED WARRANTIES ARE NON-TRANSFERABLE UNLESS SPECIFICALLY AUTHORIZED BY SELLER, IN WRITING. ANY AND ALL WARRANTY CLAIMS MUST BE MADE IN WRITING TO SELLER’S QUALITY ASSURANCE DEPARTMENT. SELLER RESERVES THE RIGHT TO INSPECT MATERIALS/GOODS SUBJECT TO A WARRANTY CLAIM WITHIN A REASONABLE PERIOD OF TIME AFTER CLAIM IS MADE BY BUYER AND BUYER SHALL REASONABLY COOPERATE WITH SELLER IN THIS RESPECT. SELLER’S QUALITY ASSURANCE DEPARTMENT SHALL BE RESPONSIBLE FOR PROVIDING BUYER A WARRANTY RETURN AUTHORIZATION. ALL GOODS/MATERIALS SUBJECT TO A WARRANTY CLAIM MUST BE RETURNED TO SELLER’S FACILITY WITHIN TEN (10) DAYS OF RECEIPT OF RETURN AUTHORIZATION, UNLESS OTHERWISE AGREED IN WRITING BY SELLER. BUYER’S USE, MODIFICATION OR INSTALLATION OF ALLEGED NONCONFORMING OR DEFECTIVE GOODS, OR ITS FAILURE TO INSPECT OR ALLOW INSPECTION AS REQUIRED HEREUNDER, SHALL VOID THE LIMITED WARRANTIES OFFERED BY SELLER. FAILURE TO COMPLY WITH THE WARRANTY, INSPECTION, AND RETURN TERMS AND CONDITIONS IN THIS DOCUMENT SHALL CONSTITUTE AN ACCEPTANCE OF THE GOODS/MATERIALS RECEIVED “AS IS”, AND BINDS BUYER TO PAY THE CONTRACT PRICE FOR THE GOODS/MATERIALS WITHOUT DISPUTE OR OFFSET.
DISCLAIMER AND LIMITS OF LIABILITY: EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, ALL GOODS/MATERIALS OR OTHER SERVICES SOLD TO BUYER ARE SOLD “AS IS”, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER, ITS SUPPLIERS, AGENTS, OR RESELLERS, BE LIABLE TO BUYER OR ANY THIRD PARTIES, AND SELLER SPECIFICALLY DISCLAIMS LIABILITY TO BUYER AND ANY THIRD PARTIES FOR: ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS OR BUSINESS PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS, EVEN IF BUYER ADVISED SELLER OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER OR ANY THIRD PARTY, UNDER THE LIMITED WARRANTY OR OTHERWISE, IN THE AGGREGATE EXCEED THE COST OF GOODS/MATERIALS PURCHASED OR THE REPLACEMENT OF THOSE GOODS/MATERIALS WITH A COMPARABLE REPLACEMENT, AT SELLER’S OPTION.
TOLERANCES AND VARIATIONS: Goods are subject to tolerances and variations consistent with the usual trade practices regarding dimensions, straightness, section, composition and mechanical properties. Normal variations in surface and internal conditions and quality are also subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
TRACEABILITY: OUR MATERIALS ARE TRACEABLE AND DETAILED PRODUCT INFORMATION IS AVAILABLE UPON REQUEST. Letterhead test reports are available at time of shipment. If Buyer requests reports after shipment has been made, then Seller reserves the right to charge a processing fee. Seller relies on its producing mills and other sources to provide necessary documents to comply with all Federal, State and Local laws that apply to traceability documentation including conflict materials if applicable.
CHOICE OF LAW; VENUE: All orders and these Terms and Conditions between the Seller and the Buyer for the purchase and sale of goods and/or services created hereunder is deemed made in the State of Ohio and shall be governed as to validity, interpretation, construction, effect, and in all other respects, by the laws of the State of Ohio, without giving effect to the conflict of laws principles thereof. The parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Ohio and specifically those within Cuyahoga County.
CREDIT CARD USAGE: Seller does accept the following forms of payment: American Express®, VISA®, MasterCard®, and DISCOVER®. Contact our accounting office for all questions.
RETURNS: Return of any goods/materials requires prior written authorization from our quality assurance department. Seller reserves the right to reject, in its sole discretion, any non-warranty returns. Non-warranty returns may be subject to restocking fees. In no event shall returns be accepted after the return authorization date indicated by the quality assurance department absent the express written consent of Seller.
CANCELLATIONS AND CHANGE ORDERS: Any order cancellation must first receive written authorization from the Seller’s quality assurance department or a senior manager. Any and all special orders, fabricated parts, custom cut-to-length orders, and/or orders that we offer to courtesy cut (i.e., cut mill length in half) are considered to be processed and are therefore “non-cancelable” and may not be returned. If changes to the specifications of an order are required while an order is in progress, Seller will make every reasonable effort to accommodate Buyer’s written request for a change order. However, Seller may charge for such services accordingly and Buyer agrees to pay for any services, labor and/or goods/materials which may be deemed unusable or discarded, or otherwise become reduced in value, as a result of a change order. Buyer further agrees to reimburse Seller for any and all costs and expenses which Seller may incur as a result of its performance under an order, prior to or as a result of cancellation.
SHIPMENT / DELIVERY / PACKAGING: All ship dates quoted are “approximate”. Seller shall not be liable for any delay in delivery or failure to deliver caused for any reason in whole or in part beyond Seller’s reasonable control, including, but not limited to, production schedules of the producing mill, unavailability of materials, labor disturbances, acts of nature, and/or transporting difficulties. Whether shipment is by LTL Common Carrier or Parcel Delivery Services the Buyer shall pay freight charges from Seller’s Shipping Point. Seller is also entitled to make additional charges for special packaging, at its sole discretion, to protect materials/goods for safe delivery. Boxing is recommended on materials with finished surfaces, such as Cold Drawn, Threaded Rod, or Turned Ground and Polished products. Special packaging will be quoted as a separate line item unless specifically stated otherwise.
EXPORT: If Buyer exports Goods outside of the United States of America, Buyer agrees to comply with all relevant laws and regulations, so as to ensure that the Goods are not exported in violation of such laws or regulations. Buyer assumes all responsibility for paperwork, taxes, fees, etc. with respect to export of goods/materials (and any errors as it relates to custom/export documents). Buyer further warrants that Buyer and/or Buyer’s agent(s) shall serve as the importer of record for any orders of goods/materials exported from the United States in accordance with the applicable laws and regulations of the foreign country to which such goods/materials are exported. Buyer is solely responsible for any tariffs, fees, taxes, preparation, handling, and special packaging related to same. Seller agrees to ship to Buyer or Buyer’s agent at a U.S. Port, F.O.B. X-mill. Credit terms for such orders are to be irrevocable letter of credit drawn on a U.S. bank, major credit card, or wire transfer.
TITLE; RISK OF LOSS OR DAMAGE: Title shall pass over to Buyer upon acceptance by the common carrier or parcel delivery service at time of shipment. All claims for loss, damage, or destruction attributable to shipping must be made directly to the carrier. Seller is not responsible for any such loss, damage, or destruction. The common carrier, whether selected by Seller or Buyer, shall be deemed Buyer’s agent.
CLAIMS: Seller is not responsible for shortages or errors in shipment unless written claims are made within three business (3) days of Buyer’s receipt of the goods. In any event, claims of shortages, errors in shipment, or damage to the goods should be noted immediately upon receipt of the goods on the bill of lading or delivery ticket. NOTE: If Buyer requests that the goods be shipped via common carrier whose charges do not include insurance, Seller will not insure the goods unless specifically instructed to do so, in writing. All charges relating to insurance of goods will be made to the customer’s account and are due and payable upon receipt of Seller’s invoice unless they are billed directly to Buyer by the carrier or applicable insurance provider.
INDEMNIFICATION: Buyer shall indemnify, defend, and hold Seller, its owners, directors, officers, and agents (“Indemnitees”) harmless from and against all loss, liability, cost, damage, or expense whatsoever (including Indemnitee’s reasonable attorney’s fees) incurred by or alleged against Indemnitee’s as a result of Buyer’s breach of these terms and conditions or an order, or otherwise as a result of Buyer’s, its agents, and/or employee acts, errors or omissions. This obligation of indemnity shall survive termination of an order or these terms and conditions of sale, for whatever reason.
SEVERABILITY: If any provision of these terms and conditions as applied to any party or, to any circumstance shall be found by a court to be void, invalid, or unenforceable, it shall not affect any other provision of these terms and conditions, the application of any such provision in any other, circumstance, or the validity of enforceability of these terms and conditions.
INTELLECTUAL PROPERTY RIGHTS: All logos, trademarks, service marks, labels, product names and service names with respect to any orders, these terms of sale, the goods/materials or any services provided by Seller (collectively, the “Marks”) are owned or licensed by or to Specialty Steel Company and/or its affiliates. You agree not to copy, display or otherwise use any of the Marks without the prior written permission of Specialty Steel Company. Notwithstanding the foregoing, the Marks may not be used in any manner likely to cause confusion, disparagement or dilution of the Marks and/or in connection with any product or service that is not authorized or sponsored by Specialty Steel Company.
ENTIRE AGREEMENT: The Terms and Conditions set forth herein constitute the sole terms and conditions upon which the Seller offers its goods and/or services for sale. No other terms, modifications, conditions, or understandings shall be binding upon the Seller, unless signed by an authorized representative or designee of the Seller. Seller hereby specifically objects to any different or additional terms that may be contained in a Buyer purchase agreement or purchase order.
GENERAL GUIDELINES OF LITERATURE: Information presented by the Seller through its corporate website or in any printed form is considered “sales literature only,” and is not to be used for engineering purposes. This information is subject to change without notice. All properties shown are Typical Properties. All tips and manufacturing guidelines are not to be considered as substitutes for the use of Certified Technicians experienced in the welding, fabrication, and machining of any subject class of materials and adherence to ASTM, ASM, AWS, generally appropriate material and safety guidelines. Proper precautions and use of safety gear is required when working with steels and other maintenance materials.
QUALITY STANDARDS: Specialty Steel Company is certified to the latest quality standards for ISO 9001:2008ANSI/ISO/ASQ Q9001-2008.
These Terms and Conditions supersede any and all previous terms of sale and product information, and remains subject to change without notice.